0001104659-25-123157.txt : 20251219 0001104659-25-123157.hdr.sgml : 20251219 20251219161534 ACCESSION NUMBER: 0001104659-25-123157 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20251219 DATE AS OF CHANGE: 20251219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Evoke Pharma Inc CENTRAL INDEX KEY: 0001403708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 208447886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87872 FILM NUMBER: 251587729 BUSINESS ADDRESS: STREET 1: 420 STEVENS AVENUE STREET 2: SUITE 230 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: 858-345-1494 MAIL ADDRESS: STREET 1: 420 STEVENS AVENUE STREET 2: SUITE 230 CITY: SOLANA BEACH STATE: CA ZIP: 92075 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nantahala Capital Management, LLC CENTRAL INDEX KEY: 0001472322 ORGANIZATION NAME: EIN: 201151760 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 203-404-1172 MAIL ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-24-101777 0001472322 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 12/17/2025 false 0001403708 30049G302 Evoke Pharma Inc

420 Stevens Avenue, Suite 230 Stevens Beach CA 92075

Taki Vasilakis 203-308-4440 130 Main St., 2nd Floor New Canaan CT 06840 0001472322 N Nantahala Capital Management, LLC OO N MA 0.00 0.00 0.00 0.00 0.00 N 0 IA OO 0001775952 N Harkey Wilmot B. OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN 0001775831 N Mack Daniel OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Common Stock, par value $0.0001 per share Evoke Pharma Inc 420 Stevens Avenue, Suite 230 Stevens Beach CA 92075 This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on behalf of Nantahala Capital Management, LLC, a Massachusetts limited liability company ("Nantahala"), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (collectively, the "Reporting Persons") on September 20, 2024 (the "Original Schedule 13D"), as previously amended on October 1, 2024, November 6, 2024, February 3, 2025 and November 4, 2025, relating to Common Stock, par value $0.0001 per share (the "Common Stock"), of Evoke Pharma, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D as previously amended. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information reported in the Original Schedule 13D as previously amended. This Schedule 13D relates to Common Stock of the Issuer purchased by Nantahala through the accounts of certain private funds and managed accounts (collectively, the "Nantahala Investors"). Nantahala serves as the investment adviser to the Nantahala Investors and may direct the vote and dispose of the shares of Common Stock held by the Nantahala Investors. As the principals of Nantahala, Mr. Harkey and Mr. Mack may direct the vote and disposition of the shares of Common Stock held by the Nantahala Investors. Item 4 is amended by the addition of the following: As disclosed by the Issuer in a Current Report on Form 8-K (the "Closing 8-K") filed with the U.S. Securities and Exchange Commission on December 17, 2025, on the same date Parent completed the acquisition of the Company, by causing Merger Sub to merge with and into the Company (the "Merger") pursuant to the Merger Agreement without a vote of the Company stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"). At the Effective Time, Merger Sub was merged with and into the Company, the separate existence of Merger Sub ceased and the Company continued as a wholly owned subsidiary of Parent (the "Surviving Corporation"). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub prior to the Effective Time, (ii) irrevocably accepted for payment pursuant to the Offer, or (iii) held by any stockholder who is entitled to demand and has properly and validly demanded their statutory right of appraisal of such Shares in accordance with, and in compliance in all respects with, Section 262 of the DGCL), including each Shares then beneficially owned by the Reporting Persons, was automatically cancelled and extinguished and converted into the right to receive an amount in cash equal to the $11.00 per Share Offer Price, without interest and subject to any applicable withholding tax. In addition, pursuant to the terms of the Merger Agreement and the Warrants, at the Effective Time, each Warrant held by the Reporting Persons was cancelled in exchange for the payment of an amount equal to the product obtained by multiplying (i) the aggregate number of Shares underlying such Company Warrant immediately prior to the Effective Time, by (ii) an amount equal to the Offer Price, less the exercise price payable per Company Share under such Company Warrant, except for the Warrants for which the Reporting Persons elected to receive the Black Scholes Value (as defined in the applicable Company Warrants). At the Effective Time, the Reporting Persons ceased to beneficially own any Shares. The Company further reported that it delivered notification of delisting the Shares and terminating their registration under Section 12 of the Exchange Act. The cancellation of Shares in the Merger and the cancellation of the Warrants in connection with the Merger are more fully described in the Closing 8-K. Item 5(a) is amended and restated as follows: See Items 11 and 13 of the cover pages. Item 5(b) is amended and restated as follows: See Items 7, 8, 9 and 10 of the cover pages. See Item 4 and the Form 4 filed by the Reporting Persons on the date hereof. On December 17, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares. Nantahala Capital Management, LLC /s/ Taki Vasilakis 12/19/2025 Harkey Wilmot B. /s/ Wilmot B. Harkey 12/19/2025 Mack Daniel /s/ Daniel Mack 12/19/2025